Dawn Bugbee
About Dawn D. Bugbee
Independent director at Union Bankshares, Inc. since 2016; age 68; also a director of Union Bank since 2015. Former Vice President and CFO of Green Mountain Power (pre-2007 acquisition), CPA (inactive), Bachelor of Science from Castleton University. Tenure on UNB board: 9 years as of 2025; core credentials in public-company finance, SEC reporting, and audit/compensation governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Green Mountain Power Corporation | Vice President & Chief Financial Officer | Retired Dec 2019; company was SEC-reporting prior to 2007 acquisition | Led public-company finance and SEC reporting |
| Northwestern Medical Center (NMC) | Chief Financial Officer (prior to Mar 2006); Interim Chief Administrative Officer | CFO prior to Mar 2006; CAO Mar–Dec 2020 | Chair of NMC Board Finance Committee (completed 10-year appointment) |
| Marckres Norder & Company, Inc. (accounting firm) | CPA | Prior to 2017 (context via board peers; Bugbee biography references CPA credential) | CPA expertise applied to board roles |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Northwestern Medical Center Board | Director; Chair, Finance Committee | Completed 10-year appointment (recently) | Governance and healthcare finance oversight |
| Champlain College | Trustee (past) | Not currently specified | Higher education governance |
| VT Education & Health Building Financing Agency (VEHBFA) | Gubernatorial appointee | Not currently specified | Public financing oversight |
| United Way of Chittenden County; Goodwill of Northern New England | Board member | Not currently specified | Community/non-profit governance |
| Rotary (St. Albans and Colchester) | Member | Ongoing | Community engagement |
Board Governance
- Committee assignments: Chair, Compensation Committee; member of Nominating & Corporate Governance Committee (comprised of all independent directors); previously served on the Audit Committee .
- Independence: Board determined all directors are independent except the CEO; Bugbee is independent under NASDAQ rules .
- Attendance: In 2024, the Company board held 10 regular meetings; all incumbent directors attended at least 90% of aggregate board and committee meetings. All nine directors attended last year’s annual meeting .
- Engagement: Compensation Committee met 10 times in 2024; Audit Committee met 7 times (Bugbee not currently a member) .
- Board leadership: Independent Chair separate from CEO; Chair presides over meetings and executive sessions, providing independent oversight and risk governance .
Fixed Compensation
| 2024 Director Fee Schedule | Company Board | Bank Board |
|---|---|---|
| Annual Retainer (non-employee) | $12,500 | $26,000 |
| Board Chair Additional Retainer | $5,700 | $5,700 |
| Vice Chair Additional Retainer | $1,200 | $1,200 |
| Audit Committee Annual Retainer | $4,000 | — |
| Audit Committee Chair Additional Retainer | $4,000 | — |
| Disclosure Control Committee Annual Retainer | $4,600 | — |
| Compensation Committee Annual Retainer | $4,000 | — |
| Compensation Committee Chair Additional Retainer | $4,000 | — |
| Loan Committee Annual Retainer | — | $2,500 |
| Wealth Management Committee Annual Retainer | — | $2,000 |
| Wealth Management Committee Chair Additional Retainer | — | $1,200 |
| 401(k) Committee Annual Retainer | — | $400 |
| Special Meetings – Full Day | — | $900 |
| Special Meetings – Half Day | — | $500 |
| Dawn D. Bugbee – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $50,158 |
| Stock Awards (RSUs grant-date fair value) | $11,913 |
| Total | $62,071 |
- Compensation policy: Director pay determined annually; mix of cash retainers/committee fees and an RSU grant; benchmarking via surveys/consultants; equity under the 2014 plan (amended) with time-based vesting .
Performance Compensation
| 2024 Director Equity Grant | Detail |
|---|---|
| RSUs Granted | 467 RSUs (each director) |
| Grant Date & Price | May 15, 2024; $25.51 per share |
| Grant Value Target | ~$11,900 (rounded up to next whole share) |
| Vesting | May 20, 2025; settled 1:1 in common stock |
| Forfeiture | Unvested RSUs forfeited upon director departure (except disability/death) |
Note: Director RSUs are time-based only (no performance metrics disclosed for director awards). Performance-based RSUs discussed elsewhere apply to executive officers, not directors -.
Other Directorships & Interlocks
| Company | Role | Public Company? | Potential Interlock |
|---|---|---|---|
| Green Mountain Power (prior to 2007 acquisition) | VP & CFO (former) | Previously public pre-2007 | Former executive role; no current board disclosed |
| NMC; Champlain College; VEHBFA; United Way; Goodwill | Director/Trustee/Appointee | No (non-profit/public body) | No supplier/customer conflict disclosed |
No current public company directorships disclosed outside UNB/Union Bank; no disclosed interlocks with competitors, major suppliers, or customers .
Expertise & Qualifications
- CPA (inactive), former public-company CFO; SEC reporting experience .
- Financial oversight leadership (chairs finance committees), risk and governance acumen .
- Education: B.S., Castleton University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Dawn D. Bugbee | 4,474 | ~0.10% (calc: 4,474 / 4,538,598) | Sole voting/investment unless noted; “<1%” mark in proxy |
| Unvested Director RSUs (2024 grant) | 467 | N/A | Vests May 20, 2025; not counted in beneficial ownership until settled |
- Shares pledged as collateral: Not disclosed in the proxy .
- Director stock ownership guidelines: Not disclosed; executive officers have a 25% post-vesting stock retention requirement, but no director guideline disclosed .
Governance Assessment
- Strengths: Independent status; deep finance and SEC reporting expertise; chairs a highly active Compensation Committee (10 meetings in 2024), signaling robust pay oversight and risk balancing; overall board attendance ≥90% and full annual meeting attendance strengthen engagement .
- Compensation oversight: Committee uses independent consultant McLagan/AON (AON) for benchmarking executive pay; program emphasizes balanced risk and alignment; strong say‑on‑pay support historically (97.5% in 2022) .
- Alignment: Owns ~0.10% of outstanding shares and receives time-based RSUs; director pay mix ~81% cash / ~19% equity in 2024 (by value), typical for small-cap financials; RSU vesting aligns incentives with shareholder value without short-term risk .
- Conflicts/related-party: Routine director/officer loans totaled ~$127k at year-end 2024; all ordinary-course, market terms, Board-approved where required; no nonperforming or restructured loans—low risk signal .
- Policy red flags: Company has not adopted a hedging prohibition policy for insiders (though insider trading policy exists and short sales are barred under law); absence of explicit hedging/pledging prohibitions may be viewed as a governance gap by some investors .
- Board structure: Independent Chair separate from CEO supports effective oversight; risk oversight described across committees and at bank level (enterprise risk management) .
Overall: Bugbee’s credentials and leadership of the Compensation Committee support board effectiveness; minimal related-party exposure; key policy gap is the absence of a formal hedging prohibition for insiders, which investors may flag for improvement .
Appendix: Meeting and Policy References
- Board meetings in 2024: 10; Audit Committee: 7; Compensation Committee: 10 .
- Independent director composition and nominating process; independent directors met four times for governance matters in 2024 .
- Say‑on‑pay history: 2022 approval 97.5%; 2025 say‑on‑pay and frequency vote on ballot; Board recommends every three years .